Landry's Restaurants, Inc. Signs Merger Agreement to Be Acquired by Tilman J. Fertitta

HOUSTON, June 16 TX-Landry's-Fertitta


HOUSTON, June 16 /PRNewswire-FirstCall/ -- Landry's Restaurants, Inc.
(NYSE: LNY; the "Company"), today announced that it has entered into a
definitive agreement with Fertitta Holdings, Inc. ("Fertitta" a newly formed
holding company for Landry's Restaurants, Inc.) pursuant to which Fertitta has
agreed to acquire all of the Company's outstanding common stock for $21.00 per
share in cash.  Fertitta is a newly formed entity wholly owned by the
Company's Chairman, President, CEO and original founder, Tilman J. Fertitta.
Mr. Fertitta beneficially owns approximately 39% of the Company's outstanding
shares of common stock.  The stock price represents a premium of approximately
37% over the closing share price of the Company's common stock on April 3,
2008, the last trading day before disclosure of the revised offer made by Mr.
Fertitta to acquire the Company.  The total value of the transaction is
approximately $1.3 billion, which includes approximately $885.0 million of
debt.


The Company's Board of Directors, acting upon the unanimous recommendation
of a special committee comprised entirely of independent directors (the
"Special Committee"), has approved the merger agreement , including the fully
financed commitments consisting of Mr. Fertitta's equity contribution and the
debt financing commitments of the lenders discussed below presented by Mr.
Fertitta, and has recommended that the Company's stockholders vote in favor of
the merger agreement.


Mr. Fertitta has received debt financing commitments from Jefferies
Funding, LLC, Jefferies & Company, Inc., Jefferies Finance, LLC and Wells
Fargo Foothill, LLC to fund the acquisition.


Under the merger agreement, there is a "go -- shop" provision whereby the
Special Committee, with the assistance of its independent advisors, will
actively solicit superior acquisition proposals from third parties for
approximately 45 days following the signing of the merger agreement.  The
Company does not intend to disclose developments with respect to this
solicitation process unless and until the Special Committee has made a
decision with respect to the alternative proposals, if any, it receives.  No
assurances can be given that the solicitation of superior proposals will
result in an alternative transaction.


The transaction is expected to be completed in approximately four months,
subject to regulatory approvals and other customary closing conditions and
performance criteria, including no material adverse effect on the Company's
results or operations prior to closing. The transaction is subject to the
approval of the merger agreement by a majority of the outstanding shares of
the Company's common stock.


The Company, in accordance with the terms of the merger agreement, will
stop payment of its regular quarterly dividend of $0.05 per share while the
transaction is pending.


King & Spalding, LLP provided legal advice to the Special Committee.
Cowen and Company served as financial advisor to the Special Committee and
rendered a fairness opinion in connection with the proposed transaction.
North Point Advisors, LLC served as financial advisor to the Company.  Haynes
and Boone, LLP served as the Company's legal advisors.


Olshan Grundman Frome Rosenweig & Wolosky LLP is serving as Fertitta's
legal advisors.  Jefferies & Company, Inc. is serving as financial advisor to
Mr. Fertitta.



About the Transaction


In connection with the proposed merger, the Company will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Investors and
security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by the Company from the Securities and
Exchange Commission's Web site at http://www.sec.gov.  The proxy statement and
such other documents may also be obtained for free by directing such request
to Landry's Restaurants, Inc., Investor Relations, 1510 West Loop South,
Houston, Texas, 77027, telephone: (713) 386-7000 or on the Company's website
at http://www.LandrysRestaurants.com.


The Company and its directors, executive officers and certain other
members of its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection with the
proposed merger. Information regarding the interests of the Company's
participants in the solicitation will be included in the proxy statement
relating to the proposed merger when it becomes available.



This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by safe harbors created thereby. Stockholders are cautioned that all
forward- looking statements are based largely on the Company's expectations
and involve risks and uncertainties, some of which cannot be predicted or are
beyond the Company's control. A statement containing a projection of revenues,
income, earnings per share, same store sales, capital expenditures, future
economic performance, or whether the merger agreement will in fact be
consummated are just a few examples of forward-looking statements. Some
factors that could realistically cause results to differ materially from those
projected in the forward-looking statements include the occurrence of any
event, change or other circumstances that could give rise to the termination
of the merger agreement with Fertitta Holdings, Inc.; the outcome of any legal
proceedings that have been, or may be, instituted against the Company related
to the merger agreement; the inability to complete the merger due to the
failure to obtain stockholder approval for the merger or the failure to
satisfy other conditions to completion of the merger, including the receipt of
all regulatory approvals related to the merger; the failure to obtain the
necessary financing arrangements set forth in the debt and equity commitment
letters delivered pursuant to the merger agreement; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the ability to
recognize the benefits of the merger; the effects of local and national
economic, credit and capital market conditions on the economy in general, and
on the gaming, restaurant and hotel industries in particular; changes in laws,
including increased tax rates, regulations or accounting standards,
third-party relations and approvals, and decisions of courts, regulators and
governmental bodies; litigation outcomes and judicial actions; acts of war or
terrorist incidents or natural disasters; the effects of competition,
including locations of competitors and operating and market competition;
ineffective marketing or promotions, weather, management turnover, higher
interest rates and gas prices, construction at the Golden Nugget properties,
negative same store sales, or the Company's inability to continue its
expansion strategy and other risks described in the filings of the Company
with the Securities and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-K for the year ended December 31, 2007.
The Company may not update or revise any forward-looking statements made in
this press release.



SOURCE  Landry's Restaurants, Inc.